NOTE 17 - Related Party Transactions

Loans

On May 6, 2025, the Company entered into the Monaco Investment Partners II, LP “MIP” Line of Credit with MIP, providing the Company with a $3,000,000 revolving line of credit. The MIP Line of Credit allows the Company to request advances thereunder from time to time until May 31, 2027, the maturity date. Advances made under the MIP Line of Credit bear simple interest at a rate of 12% per annum, calculated from the date of each respective advance. Accrued interest shall be payable on a monthly basis, no later than the 10th day of the subsequent month. The full outstanding principal balance, together with any accrued and unpaid interest, shall be due and payable in full by the Company on the maturity date. The Company may, at its option, prepay any borrowings under the MIP Line of Credit, in whole or in part, at any time prior to the maturity date, without penalty.

As of February 28, 2026 the maximum amount of $3,000,000 was outstanding under the MIP Line of Credit, plus accrued interest of $28,192.

Compensation Deferral

Mr. Kerby, at his election, has agreed to defer $100,000 of his annual salary as well as payments related to personal financial guarantees and his car allowance. At February 28, 2026, the total compensation deferred by Mr. Kerby totaled $270,333.

Equity Investments

On July 10, 2025, the Company entered into a Securities Purchase Agreement with KC Global Media Asia LLC (“KCGM”) pursuant to which the Company sold and issued 75,000 shares of common stock at a price of $3.02 per share, resulting in total gross proceeds of $226,500. On December 23, 2025, such shares were exchanged for a pre-funded warrant to purchase 75,000 shares of common stock, the exercisability of which is subject to shareholder approval. In consideration of KCGM’s agreement to exchange its shares of common stock for a pre-funded warrant, on February 10, 2026, the Company issued an additional warrant for 20,000 shares to KCGM with an exercise price of $3.00 and a term of three years from the initial exercise date.

On September 10, 2025, the Company entered into a Securities Purchase Agreement with the Kaplan-Wright Family Trust (“Trust”) pursuant to which the Company sold and issued 31,250 shares of Series Q Preferred stock at a price of $3.20 per share, resulting in total gross proceeds of $100,000. On November 19, 2025, upon receiving shareholder approval, such preferred shares were converted into 31,250 shares of common stock.

On November 4, 2025, the Company entered into a Securities Purchase Agreement with KCGM pursuant to which the Company sold and issued 33,400 shares of common stock and a warrant to purchase up to 16,000 common shares at a price of $3.00 per share, resulting in total gross proceeds of $100,200. The warrant has a term of three years from the initial exercise date, and has an exercise price of $4.54.

Andy Kaplan is the co-trustee of the Trust, which owns 50% of KC Global Media Entertainment LLC, which in turn owns 100% of KCGM. Mr. Kaplan is the Chairman of KCGM.

On June 24, 2025, the Company entered into a Securities Purchase Agreement with Jimmy Byrd pursuant to which the Company sold and issued 86,092 shares of common stock at a price of $3.02 per share, resulting in total gross proceeds of $260,000.

On September 10, 2025, the Company entered into a Securities Purchase Agreement with Jimmy Byrd pursuant to which the Company sold and issued 50,000 shares of Series Q Preferred stock at a price of $3.20 per share, resulting in total gross proceeds of $160,000. On November 19, 2025, upon receiving shareholder approval, such preferred shares were converted into 50,000 shares of common stock.

NextTrip Privilege, Inc. Licensing and Services Agreement

On December 12, 2025, the Company entered into a Licensing and Servicing Agreement with NextTrip Privilege, Inc. (“Privilege”), pursuant to which the Company has agreed to provide to Privilege: (a) personnel to support their operations; (b) a license to use the name “NextTrip” as their corporate and business name; (c) a license to use our software in connection with their private-label internet website; and (d) continuing advances to fund their operations until they raise sufficient capital.

In consideration for the foregoing, Privilege has agreed to pay the Company:

As of February 28, 2026, the Company had advanced a total of $315,495 to Privilege, for which the Company has recorded a full credit loss reserve based on Privilege’s pre-revenue status, the going-concern opinion issued by Privilege’s independent auditor, the absence of proceeds raised under Privilege’s qualified Regulation A offering at February 28, 2026, the contractual subordination of advance repayments to NextTrip Privilege’s operating obligations, and the absence of collateral.

Stock Option Agreement

On December 2, 2025, NextTrip Group, LLC (“NextTrip Group”), the holder of 100% of the outstanding shares of Class B common stock of Privilege, granted the Company an option (the “Option”) to purchase up to 12,500,000 shares of Class B common stock of Privilege at $0.01 per share, or an aggregate exercise price of $125,000. The Option is exercisable from June 1, 2026 through December 31, 2027 and is freely assignable. NextTrip Group is owned 50% by Donald P. Monaco (Chairman of the Board of the Company) and 50% by William Kerby (Chief Executive Officer of the Company), in their individual capacities. No cash consideration was paid by the Company for the Option. The Option is not currently exercisable at February 28, 2026, the underlying Class B common stock has no readily determinable fair value, Privilege has no operations, and the Company does not consider exercise of the Option to be probable. Accordingly, no amount has been recognized on the Company’s balance sheet in respect of the Option. See Note 19 (Commitments and Contingencies) for additional information regarding the Option as a contingent purchase commitment.

Common Officers and Directors

Three of the Company’s executive officers and directors concurrently serve as executive officers and directors of Privilege: Donald P. Monaco serves as President, Chairman and a director of Privilege; William Kerby serves as Vice President and a director of Privilege; and Frank Orzechowski serves as Chief Financial Officer and a director of Privilege.